02:01:55 EDT Sat 18 May 2024
Enter Symbol
or Name
USA
CA



Clip Money Inc
Symbol CLIP
Shares Issued 74,638,591
Close 2023-09-22 C$ 0.39
Market Cap C$ 29,109,050
Recent Sedar Documents

Clip Money closes share, convertible note financings

2023-09-22 09:42 ET - News Release

Mr. Joseph Arrage reports

CLIP MONEY INC. CLOSES STRATEGIC INVESTMENT LED BY CARDTRONICS, INC. (A WHOLLY OWNED SUBSIDIARY OF NCR CORPORATION)

Clip Money Inc. has closed a non-brokered private placement of 28,596,826 common shares in the capital of the company at a price of 23 cents per common share for gross proceeds of approximately $4.9-million (U.S.). Separately, Clip has also closed a non-brokered private placement of secured convertible notes of the company for gross proceeds in the principal amount of $6,132,271 (U.S.) (inclusive of $1,032,271 (U.S.) subscribed for by an existing arm's-length investor (the secondary investor), as described herein). Cardtronics Inc., a wholly owned subsidiary of NCR Corp., subscribed for the entire equity financing and $5.1-million (U.S.) of the convertible note financing for a combined $10-million (U.S.) investment in the company.

Alongside the financings, the company and NCR have established a long-term, firmware-exclusive, commercial collaboration that will combine Clip Money's pioneering business cash deposit solution with NCR's cardless cash deposit API (application programming interface) and cash in network.

Clip Money is the only multibank cash deposit network in North America focused on businesses and driven by APIs, enabling any business to make cash deposits into their bank account of choice through Clip Money's network without integration at the bank itself. NCR will enable Clip Money deposit services at its premier cash in network with more than 2,500 operating sites across 30 states serving more than 70 of the largest population centres across the United States, complementing the current ClipDrop network of nearly approximately 400 locations. The expanded network will provide a large portion of U.S. business convenient access to Clip Money's services, allowing businesses to manage cash more efficiently regardless of the branch presence of their bank or credit union of choice.

"This partnership with NCR seamlessly complements Clip Money's existing deposit network, which is primarily situated within shopping malls and prominent big-box retailers. NCR's global market presence will provide Clip Money with an immediate growth platform within North America as well as the potential to explore international market opportunities that require business deposit transformation," stated Joseph Arrage, chief executive officer.

Each convertible note issued under the convertible note financing will be due and payable on the date that is 60 months from the date hereof and will accrue simple interest at a rate of 8 per cent per annum, payable at the maturity date. The convertible notes will be convertible into common shares at any time, in whole or in part, on or prior to the maturity date at the option of the holder, based on the principal amount of the convertible notes being converted divided by a conversion price of 26 cents per common share. No accrued interest shall be paid on any part of the convertible notes that is converted into common shares. The convertible notes issued to Cardtronics and the secondary investor are secured by a first-lien and second-lien security interest, respectively, in all of the assets of the company.

Upon closing of the financings, Cardtronics became a control person of the company (as such term is defined in the policies of the TSX Venture Exchange). In accordance with the policies of the TSX-V, the company obtained disinterested shareholder approval in respect of the creation of a new control person by written consent of a majority of the shareholders of the company. No bonuses, finders' fees or commissions were paid by the company in connection with the financings.

All securities to be issued in connection with the equity financing and the convertible note financing are subject to a statutory hold period of four months plus one day from the date hereof in accordance with applicable securities legislation in Canada.

The company intends to use the net proceeds from the financings for general corporate and working capital purposes and to repay the entire $670,505 bridge loan made by certain executives of the company, plus all accrued interest, that was publicly announced by the company on Aug. 15, 2023.

The company has also entered into an investor rights agreement with Cardtronics providing for, among other things, a board nomination right, pre-emptive rights, a right to match in respect of certain acquisition offers, and standstill and lock-up restrictions. Additional information regarding the investor rights agreement will be included in a material change report to be filed by the company on SEDAR+.

An unsecured convertible note of the company with a principal amount of $1-million issued in connection with the company's unsecured convertible note financing publicly announced by the company on June 14, 2023, was redeemed by the company in exchange for a cash payment to the secondary investor equal to 105 per cent of the principal amount plus accrued and unpaid interest. Proceeds from the secondary investor transaction in the amount of $1,032,271 (U.S.) were subsequently used by the secondary investor to subscribe for new a convertible note under the convertible note financing. The Clip Money board of directors has determined that the secondary investor transaction is in the best interests of the company.

This press release is only a summary of certain principal terms of the financings and the investor rights agreement and is qualified in its entirety by reference to the more detailed information contained in the material change report of the company as well as the company's other filings on SEDAR+.

Early warning disclosure regarding Cardtronics

This disclosure is being provided pursuant to Multilateral Instrument 62-104, Take-Over Bids and Issuer Bids, and National Instruments 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.

Prior to the closing of the financings, Cardtronics did not own or control, directly or indirectly, any securities of the company. On closing of the financings, Cardtronics acquired ownership or control, directly or indirectly, over an aggregate of 28,596,826 common shares at a price of 23 cents and a convertible note in the principal amount of $6,845,730, representing approximately 27.31 per cent of the issued and outstanding common shares on a non-diluted basis and representing approximately 41.91 per cent of the issued and outstanding common shares on a partially diluted basis assuming the full conversion of the convertible note.

The common shares and convertible note were acquired by Cardtronics for investment purposes. The acquiror will evaluate its investment in the company from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease its shareholdings through market transactions, private agreements or otherwise, subject to and in accordance with the terms of the investor rights agreement (as defined herein).

A copy of Cardtronics's report relating to the financings will be available on the company's SEDAR+ profile or may be obtained from Cardtronics at scott.sykes@ncr.com.

The address of Cardtronics is 864 Spring St. NW, Atlanta, Ga., 30308, United States.

About Clip Money Inc.

Clip Money operates a multibank self-service deposit system for businesses through its ClipDrop Boxes and ATMs (automated teller machines) that provides businesses with the capability of making deposits outside of their bank branch. Deposits can be made at top retailers and shopping malls rather than having to go to a local bank branch or using a cash pickup service. Clip Money's conveniently located ClipDrops or Clip-enabled ATMs serve as cash deposit locations, facilitating next-business-day credit into a business account. Clip Money combines functional hardware, an intuitive user app and an innovative cloud-based transaction engine that efficiently processes business banking transactions. Clip Money offers a cost-effective and convenient solution for business banking deposits across major markets in Canada and the United States.

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